S&T AG: term of subscription for former shareholders of Kontron AG comes to a successful end

27.09.2017 | Austria

S&T AG, Linz, Austria (ISIN AT0000A0E9W5, WKN A0X9EJ, www.snt.at) reports that it received declarations constituting the procurement of a total of some 6,6 million of new S&T shares during the period of subscription. This subscription constituted a public offer from S&T AG that was made during the period of acceptance of August 30, 2017 – September 26, 2017 to former shareholders of Kontron AG, who had become those of S&T Deutschland Holding AG, via Small & Mid Cap Investmentbank AG. This offer formed part of the non-cash increase in capital being undertaken for subscription by S&T AG, was for the consignment of consideration to S&T AG, and was based on the authorized prospectus of June 16, 2017, which included Appendix Nr. 1 dated August 21, 2017.

The term of subscription provided a large majority of the former shareholders of Kontron AG – who were caused by the merger of Kontron AG into S&T Deutschland Holding AG to become those on an interim basis of S&T Deutschland Holding AG – with the option of transferring their shares of S&T Deutschland Holding AG to Small & Mid Cap Investmentbank AG, which was to consign them as consideration to S&T AG, which was undertaking a noncash capital increase. The former Kontron AG shareholders accepting this offer received for each set of 39 shares of S&T Deutschland Holding AG 10 new shares in S&T AG, plus a payment in cash amounting to EUR 0.15 per each of the latter. Any other remaining shares offered (fractional holdings, in that they were not to be evenly divided by 39) were purchased by S&T AG at an amount of EUR 3.11 per share of S&T Deutschland Holding AG. This thus represented cash compensation.

Through the public offer, S&T AG was supplied with a total of some 25,95 million S&T Deutschland Holding AG shares. These shares constituted consideration, or were acquired for cash. Factoring in the shares offered for purchase in cash will cause S&T AG – upon the conclusion of the transfers – to hold some 92.3 % of S&T Deutschland Holding AG (which is to be renamed Kontron S&T AG, Augsburg) The entry by S&T AG in the corporate registry of the increase in non-cash capital will cause its share capital to rise from the current EUR 50,917,864 by EUR 6.599.050 to EUR 57.516.914.

In accordance with the resolutions that it has passed and upon receiving the consent for such from the Supervisory Board, S&T AG plans to immediately perform the non-cash increase in capital, so that entry of such into the corporate registry maintained by the state court based in Linz, Austria can be applied for. The completion of such will be expeditiously followed by the application for listing of the new shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The company assumes that this authorization for listing by and on the Frankfurt Stock Exchange – and thus the launching of trading in the new shares – will take place by October 18, 2017. Upon being authorized for listing on the securities exchange, the new shares will be listed and the pay out will be made in cash of EUR 0.15 for each new S&T AG share. These will be processed via the banks of securities deposit accounts. It will be accompanied by a booking out of the interim classification (ISIN DE000A2E4MU3) created for purposes of settlement. At approximately the same time, the banks of securities deposit accounts will pay out the cash going for shares in S&T Deutschland Holding AG at a rate of EUR 3.11 per share.

In the words of Hannes Niederhauser, CEO of S&T AG: “The high rate of acceptance of the offer to subscribe shows that the former shareholders of Kontron AG believe in the strategy being implemented by the Kontron S&T Group. The successful conclusion of this process has provided us with the basis for the furthering of the transformation of this new company into the leader on the world's Internet of Things market.”

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